ZoomInfo (ZI) Form 4 ZoomInfo / Joseph Christopher Hays ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hays Joseph Christopher

(Last) (First) (Middle)

C/O ZOOMINFO TECHNOLOGIES INC.,

805 BROADWAY STREET, SUITE 900

(Street)

VANCOUVER WA 98660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2022		M(1)		13,714	A	(1)	695,539	D
Common Stock	06/01/2022		M(2)		469	A	(2)	696,008	D
Common Stock	06/01/2022		M(3)		5,318	A	(3)	701,326	D
Common Stock	06/01/2022		S(4)		1,700	D	$40.5135(5)	699,626	D
Common Stock	06/01/2022		F(6)		185	D	$40.39	699,441	D
Common Stock	06/01/2022		F(7)		5,397	D	$40.39	694,044	D
Common Stock	06/02/2022		S(8)		36,888	D	$42.3935(9)	657,156	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/01/2022		M(1)			13,714	(10)	(10)	Common Stock	13,714	$0	0	D
HSKB Phantom Units	(2)	06/01/2022		M(2)			469	(11)	(11)	Common Stock	469	$0	6,094	D
LLC Units of HSKB Funds, LLC	(3)	06/01/2022		M(3)			5,318	(12)	(12)	Common Stock	5,318	$0	15,946	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

2. Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis.

3. Reflects LLC Units of HSKB Funds, LLC ("HSKB Units") that upon vesting settled into shares of Common Stock on a one-for-one basis.

4. Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Units reported herein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $40.33 to $40.74, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.

7. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein.

8. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $41.82 to $42.77, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

10. The Reporting Person received an original grant of 13,714 restricted stock units, which vest on June 1, 2022.

11. Reflects an original amount of 22,500 HSKB Phantom Units of which 50% vested on July 1, 2021 and with the remaining HSKB Phantom Units vesting in equal monthly installments over the two year period following July 1, 2021, in each case, subject to a continued service relationship through such vesting dates, subject to potential accelerated vesting upon certain change in control events and other vesting conditions.

12. Reflects an original amount of 255,124 HSKB Units of which 101,297 vested on December 5, 2020, 42,208 vested on December 14, 2020 and the remaining unvested portion vests in twenty-one equal monthly installments beginning on January 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.

Remarks:

	/s/ Anthony Stark, as Attorney-in-Fact	06/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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